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    toll operate transfer

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    20 views86 pages

    RFP Tot

    Uploaded by

    ghanghas_ankit
    toll operate transfer

    Copyright:

    © All Rights Reserved
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    Public Private Partnership in Tolling, Operation, Maintenance & Transfer of Highways International Competitive Bidding under Single Stage Bidding Process for Name of the Project Bundle: REQUEST FOR PROPOSAL (RFP) BID DOCUMENT VOLUME-I INSTRUCTIONS TO BIDDERS <> Version 05.10.17 3 vncnen gare S.No. ‘ABLE OF CONTENTS Contents Notice inviting Bids Disclaimer Glossary 1 Introduction Ll 12 13 Background Brief description of Selection process Schedule of Selection process 2 Instructions to Bidders A 21 22 23 24 2.5 2.6 B 27 28 29 c 2.10 2u 2.12 2.13 214 215 2.16 217 General General terms of Selection Process Eligibility and qualification requirement of Bidder Proprietary Data Cost of Bidding Site visit and verification of information Verification and Disqualification Documents Contents of the RFP Clarifications Amendment of REP Preparation and Submission of Bids Format and Signing of Bid Documents comprising Technical and Financial Bid Bid Due Date Late Bid Procedure of e-tendering Online opening of Bids Rejection of Bids Validity of Bids Version 05.10.17 Page No. 10 10 12 14 15 15 15 21 26 26 26 27 29 29 29 30 31 31 31 34 34 34 35 36 36 b = Mesisy Roa a iy of Road Taspon & Hgwaye Government of india ae IA Ic 0 MI 2.18 Confidentiality 2.19 Correspondence with the Bidder D BID Security 2.20 BID Security Evaluation of Technical Bids and Opening & Evaluation of Financial Bids 3.1 Evaluation of Technical Bids 3.2. Test of Responsiveness 33. deleted 3.4 Details of Experience 3.5. Financial Information for Purposes of Evaluation 3.6 Opening and Evaluation of Financial Bids 3.7 Selection of Bidder 3.8 Contacts during Bid Evaluation 3.9 Correspondence with Bidder Fraud and Corrupt Practices Pre-BID Conference Miscellaneous Appendices Letter comprising the Technical & Financial BID Declaration of O&M Contractor Letter Comprising Financial BID Annexure of Appendix 14. Details of Bidder Financial Capacity of the bidder Details of Projects of O&M Contractor Version 05.10.17 36 37 38 38 40 40 41 41 42 2 4B 45 47 48 50 55 56 58 38 60 62 "fector inisry of Road Transpon & Highways Government otinda Iv Statement of legal capacity V Guidelines of the Department of Disinvestment Appendices (continued) Il Bank Guarantee for BID Security sti mat for Power of Attorney for submission of Application and IV Format for Power of Attorney for Lead Member of Consortium Vv Format for Joint Bidding Agreement for Consortium VI Integrity Pact VII Year Wise Distribution of initial Estimated Concession Value of authority Version 05.10.17 Mais of 63 69 1 3B 8 86 “or. Highways nda [Name and Address of the Authority] ice Inviting Bid Bid/ Package no **####4 Dated *#eeeaeee+ REP for *#############40n Toll Operate Transfer Mode ‘The Government of India had entrusted to the Authority the Tolling, Operation and Maintenance of the National Highway seetions given in the table below (the “Project Bundle”). The Authority had resolved to undertake the Tolling, Operation and Maintenance of the existing roads as given in the table below on Toll Operate Transfer (TOT) basis, and has decided to carry out the Bidding Process for selection of [a private entity] as the Bidder to whom all the projects in the bundle may be awarded. Brief particulars of the projects in the bundle are as follows: Length Initial Estimated Concession Project Name (Kms) __|_ Value of Authority '(INR Cr) "tial Estimated Concession Value of the Authority ” shall mean the discounted value (discounted at a rate equal to ‘3% (thee percent) above the Bank Rate for debt and a normative rate {14%] for equity return) ) of the net free Cashflow expected to be generated by the Project road from the valuation date until end of concession period of 30 years, a8 estimated by the Authority. The year wise distibution of the Initial Estimated Conczssion Value of Kathy ened fo Appendix Vi y Director init Road Torso & Hiwoys ovenmen einda* 5 Version 05.10.17 The complete BID document can be viewed / downloaded from the official portal of NHAT http://www nhai.org or e-procurement portal of NHAI (httpy/eprocure.gov.in/eprocure/app] from week to #848" (up to **4** Hrs, IST). Bid must be submitted online only at [https://nhai.eproc.in] during the validity of registration with the [NHAI e-Tendering Portal] being managed by**#######**, ic, [https://nhai.eproc.in] on or before ****** (up to **** hours IST). Bids received online shall be opened on **** (at **** hours IST) Bid through any other mode shall not be entertained, However, Bid Security, proof of online payment of cost of bid document, Power of Attorney and joint bidding agreement etc. as specified in Clause 2.11.2 of the REP shall be submitted physically by the Bidder on or before **** (at **** hours IST), Please note that the Authority reserves the right to accept or reject all or any of the BIDs without assigning any reason whatsoever. Thanking you, Yours faithfully, ponreed seeeennetes [Name and Address of the Authority] : NE he Oe Misty of Road 7 ort & igh ‘Govern dia ee DISCLAIMER The information contained in this Request for Proposal document (the “RFP”) or subsequently provided to Bidder(s), whether verbally or in documentary or any other form by or on behalf of the Authority or any of its employees or advisors, is provided to Bidder(s) on the terms and conditions set out in this RFP and such other terms and conditions subject to which such information is provided. This RFP is not an Agreement and is neither an offer nor invitation by the Authority to the prospective Bidders or any other person. The purpose of this RFP is to provide interested parties with information that may be useful to them in making their financial offers (BIDs) pursuant to this RFP. This RFP includes statements, which reflect various assumptions fnd assessments arrived at by the Authority in relation to the project(s). Such assumptions, assessments and statements do not purport to contain all the information that each Bidder may require. This REP may not be appropriate for all persons, and it is not possible for the Authority, its employees or advisors to consider the investment objectives, financial situation and particular needs of each party who teads or uses this RFP. The assumptions, assessments, statements and information contained in the Bidding Documents, may not be complete, accurate, adequate or correct. Each Bidder should, therefore, conduct its own investigations and analysis and should check the accuracy, adequacy, correciness, reliability and completeness of the assumptions, assessments, statements and information contained in this RFP and obtain independent advice from appropriate sources. Information provided in this RFP to the Bidder(s) is on a wide range of matters, some of which may depend upon interpretation of law. The information given is not intended to be an exhaustive account of statutory requirements and should not be regarded as a complete or authoritative statement of law. The Authority accepts no responsibility for the accuracy or otherwise for any interpretation or opinion on law expressed herein. ‘The Authority, its employees and advisors make no representation or warranty and shall have no liability to any person, including any Bidder or Bidder under any law, statute, rules or regulations or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or expense which may atise from or be incurred or suffered on account of anything contained in this RFP or otherwise, including the accuracy, adequacy, correctness, completeness or reliability of the RFP and any assessment, assumption, statement or information contained therein ‘or deemed to form part of this RFP or arising in any way for participation in this BID Stage. ‘The Authority also accepts no liability of any nature whether resulting from negligence or otherwise howsoever caused arising from reliance of any Bidder upon the statements contained in this REP. The Authority may in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information, assessment or assumptions contained in this RFP. The issue of this RFP does not imply that the Authority is bound to select a Bidder or to appoint the Selected Bidder JV, as the case may be, for the project(s) and the Authority reserves the right to 7 Version 05.10.17 Ministry of | o lighway' conga reject all or any of the Bidders or BIDs without assigning any reason whatsoever. The Bidder shall bear all its costs associated with or relating to the preparation and submission of its BID including but not limited to preparation, copying, postage, delivery fees, expenses associated with any demonstrations or presentations which may be required by the ‘Authority or any other costs incurred in connection with or relating to its BID. All such costs and expenses will remain with the Bidder and the Authority shall not be liable in any manner whatsoever for the same or for any other costs or other expenses incurred by a Bidder in preparation or submission of the BID, regardless of the conduct or outcome of the Bidding Process. Version 05.10.17 i ine. Most CR tet ihe ‘Governnent of nda GLOSSARY Associate As defined in Clause 2.1.18 ‘Agreement ‘As defined in Clause 1.1.4 Authority ‘As defined in Clause 1.1.1 Bank Guarantee As defined in Clause 2.20.1 BID) As defined in Clause 1.2.2 Bidders As defined in Clause 1.2.2 Bidding Documents ‘As defined in Clause 1.1.6 Bidding Process As defined in Clause 1.2.1 BID Security As defined in Clause 1.2.4 BID Concession Fee As defined in Clause 1.2.6 Concession ‘As defined in Clause 1.1.4 Concession Agreement As defined in Clause 1.1.2 Concessionaire ‘As defined in Clause 1.1.2 Conflict of Interest ‘As defined in Clause 2.2.1(c) Consortium As defined in Clause 2.2.1(a) Demand Draft As defined in Clause 2.20.2 Estimated Concession Value ‘As defined in Clause 1.1.3 Government Government of India Highest Bidder As defined in Clause 1.2.6 BID Due Date As defined in Clause 1.1.6 LOA As defined in Clause 3.7.4 Project Bundle As defined in Clause 1.1.1 Re. or Rs. or INR Indian Rupee REP or Request for Proposal As defined in the Disclaimer Selected Bidder As defined in Clause 3.7.1 The words and expressions beginning with capital letters and defined in this document shall, unless repugnant to the context, have the meaning ascribed thereto herein. Version 05.10.17 } ves aCe a ‘Government of nda INAME OF THE AUTHORIUTY] SECTION 1 INTRODUCTION LI. Background 11.1 The [National Highways Authority of India represented by Chairman] (the “ Authority”) is engaged in the Operations and Maintenance of National Highways and as part of this endeavour, the Authority has decided to undertake Tolling, Operations and Maintenance of the “National Highways” project bundle (the “Project Bundle”) through Public Private Partnership (the “PPP”) on Toll Operate and Transfer (the “TOT") basis for a period of 30 years, and has decided to carry out the bidding process for selection of a private entity as the Bidder to whom all the projects in the bundle may be awarded. A brief description of the projects in the bundle may be seen in the Information Memorandum of the projects at the Authority's website [www.nhai.org/ https://nhai.eproc.in_]. Brief particulars of the projects in the bundle are as follows: Project Name Length (Kms) Estimated Concession Value of Authority (Rs. Crore) 1.1.2 The Selected Bidder, who is either a company incorporated under the Companies Act, 1956 or its substitute thereof or undertakes (0 incorporate as such prior to execution of the Version 05.10.17 10 Esa ent Hahays a ‘Goverment finda 116 concession agreement (the “Concessionaire”), shall be responsible for operation and maintenance of the projects under and in accordance with the provisions of a long-term concession agreement (the “Concession Agreement”) to be entered into between the Concessionaire and the Authority in the form provided by the Authority as part of the Bidding Documents pursuant hereto. The scope of work will broadly include Tolling. Operation, Management Maintenance and Transfer of the Project Highways subject to and in accordance with the provisions of this Agreement; und Performance and fulfilment of all other obligations of the Concessionaire in accordance with the provisions of this Agreement and matters incidental thereto or necessary for the performance of any or all of the obligations of the Concessionaire under this Agreement. ‘The Estimated Concession Value of each project (the “Initial Estimated Concession Value of Authority”) has been specified in the clause 1.1.1 above. The assessment of actual Concession Fee, however, will have to be made by the Bidders. The Concession Agreement for each project sets forth the detailed terms and conditions for grant of the concession to the Concessionaire, including the scope of the Concessionaire’s services and obligations (the “Concession”). ‘The statements and explanations contained in this RFP are intended to provide a better understanding to the Bidders about the subject matter of this RFP and should not be construed or interpreted as limiting in any way or manner the scope of services and obligations of the Concessionaire set forth in the Concession Agreement or the Authority’s rights to amend, alter, change, supplement or clarify the scope of work, the Concession to be awarded pursuant to this RFP or the terms thereof or herein contained. Consequently, any omissions, conflicts or contradictions in the Bidding Documents including this RFP are to be noted, interpreted and applied appropriately to give effect to this intent, and no claims on that account shall be entertained by the Authority. ‘The Authority shall receive Bids pursuant to this RFP in accordance with the terms set forth in this RFP and other documents to be provided by the Authority pursuant to this REP (collectively the "Bidding Documents"), and all Bids shall be prepared and submitted in accordance with such terms on or before the BID Due Date specified in Clause 1.3 for submission of Bids (the “BID Due Date”). ‘Version 05.10.17 \. Director Ni Transport & Highways (Government of ina 12. 1.21 122 123 124 Brief description of Bidding Process The Authority has adopted a single stage two part system (referred to as the "Bidding Process") for selection of the Bidder for award of the Project. Under this process, the bid shall be invited under two parts. Prior to or along with the Bid, the Bidder shall pay to the Authority a sum of **#* ? as the cost of the RFP process. Eligibility and qualification of the Bidder will be first examined based on the details submitted under first part (Technical Bid) with respect to eligibility and qualifications criteria prescribed in this RFP. (The “Bidder”, which expression shall, unless repugnant to the context, include the members of the Joint Venture). The Financial Bid under the second part shall be opened of only those Bidders whose Technical Bids are responsive to eligibility and qualifications requirements as per this RFP. [GOI has issued guidelines (see Annexure V of Appendix-1A of RFP) for qualification of bidders seeking to acquire stakes in any public sector enterprise through the process of investment. These guidelines shall apply mutatis mutandis to this Bidding Process. The Authority shall be entitled to disqualify any Bidder in accordance with the aforesaid guidelines at any stage of the Bidding Process. Bidders must satisfy themselves that they are qualified to bid, and should give an undertaking to this effect in the form at Appendix-IA] Interested bidders ("Bidders") are being called upon to submit their Bid in accordance with the terms specified in this Bidding Document. The Bid shall be valid for a period of 120 days from the date specified in Clause 1.3 for submission of Bids (the “Bid Due Date”). The complete Bidding Documents including the draft Agreements for each Project in the bundle are enclosed for the Bidders. The Detailed Report containing the Asset Condition Survey (Highway, Pavement, Structures and Roadside furniture), Road Safety Report, Detailed Cost estimates, O&M Manuals, Traffic Studies, Soil and material investigations, Design of overlay/ rehabilitation strategies prepared by the Authority/ consultants of the Authority are also enclosed for guidance purposes only. Subject to the provisions of Clause 2.1.3, the aforesaid documents and any addenda issued subsequent to this RFP Document, will be deemed to form part of the Bidding Documents. A Bidder is required to deposit, along with its Bid, a Bid Security? of Rs, **** Crores (Rupees **********) (the "Bid Security"), refundable not later than 240 (Two ‘The cost of RFP may be determined at the rate of Rs. 10,000 for every Rs. 100 crore or part thereof comprising the Initial Estimated Concession Value ofthe Authority Thus the cost of an RFP document for a project of Rs, 500 crore shall be Rs. $0, 900. 2 The Bid Security shall generally be 1% ofthe Initial Estimated Concession Value of Authority. Version 05.10.17 \ tor Masset Transpo & High vernment of India Pre 125 1.26 127 hundred & forty) days from the Bid Due Date, except in the case of the Selected Bidder whose Bid Security shall be retained till it has provided a Performance Security under the Agreement. The Bidders will have an option to provide Bid Security in the form of a demand draft or a bank guarantee acceptable to the Authority, and in such event, the validity period of the bank guarantee shall not be less than 120 (one hundred and twenty) days from the Bid Due Date and a claim period of 120 (one hundred and twenty) days, and may be extended as may be mutually agreed between the Authority and the Bidder and upon receipt of written approval from the bank from time to time and that of the demand draft shall not be less than 120 (one hundred and twenty) days from the Bid Due Date. Upon submission of demand draft, the same shall be encashed by the Authority. The Bid shall be summarily rejected if it is not accompanied by the Bid Security. For the purpose of clarification, the Bid Security shall generally be a sum total of 1% of the Initial Estimated Concession Value of Authority for each Project in the bundle. For avoidance of doubt, it is hereby clarified that a separate bank guarantee as Bid Security for each Project in the bundle, equivalent to 1% of IECV of respective Project, is required to be provided by the Bidders, During the Bid Stage, Bidders are advised to examine the projects in greater detail, and to carry out, at their cost, such studies as may be required for submitting their respective Bids for award of the contract including implementation of the projects. Single Concessionaire shali be selected for all projects in the bundle on the basis of the Highest total upfront Concession Fee (the sum of "Bid Concession Fee" for each project in the bundle). The Bid Concession Fee for a project would be summation of Net Present Value (NPV) of Net free Cash Flow as estimated by the Concessionaire during the Entire Concession Period at the concessionaire’s own discount rate, Sum of Bid Concession Fee for all the projects in the bundle would be considered for selection of Concessionaire. The Concession Period is pre-determined, as indicated in the Concession Agreement. The Bid Concession Fee shali constitute the sole criteria for evaluation of Bids. Subject to Clause 2.16, allthe projects in the bundle may be awarded to the Bidder quoting the Highest total Bid Concession Fee. Concession fee for individual projects in the bundle would be calculated by dividing the total Bid Concession Fee for the Project Bundle in the proportion of IECV for individual projects. Im this REP, the term “Highest Bidder” shall mean the Bidder who is quoting the highest total Bid Concession Fee for the Project Bundle. Generally, the Highest Bidder shall be the Selected Bidder. The remaining Bidders shall be kept in reserve and may, in accordance with the process specified in Clause 3 of this 13 Version 05.10.17 vansARCresen stone “Government aflnda REP, be invited to match the Bid submitted by the Highest Bidder in case such Highest Bidder withdraws or is not selected for any reason. In the event that none of the other Bidders match the Bid of the Highest Bidder, the Authority may, in its discretion, either invite fresh Bids from the remaining Bidders or annul the Bidding Process. 1.2.8 The Concessionaire shall be entitled to levy and charge a user fee from users of all the projects in the bundle. 1.2.9 Other details of the process to be followed under this bidding process and the terms thereof are spelt out in this RFP, 1.2.10 Any queries or request for additional information concerning this RFP shall be submitted by e-mail to the officer designated in Clause 2.11.4 below with identification/ title: "Queries / Request for Additional Information: REP for *****on Toll Operate Transfer Mode 13. Schedule of Selection process The Authority shall endeavour to adhere to the following schedule: SI. No.| Event Description Date 1 Invitation of RFP (NIT) bbaaa 2. | Last date for receiving queries vy 3. Pre-Bid meeting at venue mentioned at 7 Clause 2.11.4 4, | Authority response to queries latest by aan 5.__| Last date for submission of Bids ee 6.__| Physical Submission of Bid Security/POA ete| [till 11.00 Hrs IST on Bid Due Date 7.) Opening of Technical Bids at venue provided [at 11.30 Hrs. on Bid Due Date } in Clause 2.11.4 8. Declaration of eligible / qualified bidders within 30 days from Bid Due Date 9. ‘Opening of Financial Bid within 45 days from Bid Due Date 10. __ | Letter of Award (LOA) Within 90 days of Bid Due Date U1. _ | Validity of Bid 120 days from Bid Due Date 14. | Signing of Agreement Within 30 days of award of LOA “4 Version 05.10.17 ie arson & Highways Government stage 7m A. 21 211 21.2 214 25 SECTION-2 INSTRUCTIONS TO BIDDERS GENERAL General terms of Selection process No Bidder shall submit more than one Bid for the Project Bundle. A Bidder bidding individually or as a member of a Consortium shall not be entitled to submit another Bid either individually or as a member of any Consortium, as the case may be. An international Bidder bidding individually or as a member of a Consortium shall ensure that Power of Attorney is legalised/apostille by appropriate authority notarised in the jurisdiction where the Power of Attorney is being issued and requirement of Indian Stamp Act is duly fulfilled. The Detailed Report containing the Asset Condition Survey (Highway, Pavement, Structures and Roadside furniture), Road Safety Report, Detailed Cost estimates, O&M Manuals, Traffic Studies, Soil and material investigations, Design of overlay/ rehabilitation strategies of the projects are being provided only as a preliminary reference document by way of assistance to the Bidders who are expected to carry out their own surveys, investigations and other detailed examination of the projects before submitting their Bids. Nothing contained in the aforementioned Detailed Report shall be binding on the Authority nor confer any right on the Bidders, and the Authority shall have no liability whatsoever in relation to or arising out of any or all contents of these reports. Notwithstanding anything to the contrary contained in this REP, the detailed terms specified in the draft concession agreement shall have overriding effect; provided, however, that any conditions or obligations imposed on the Bidder hereunder shall continue to have effect in addition to its obligations under the Concession Agreement. The Bid shall be furnished in the format exactly as per Appendix-I i.e, Technical and Financial Bid as per Appendix IA and Appendix IC respectively. . Bid Concession Fee amount shall be indicated clearly in both figures and words, in Indian Rupees in prescribed format of Financial Bid and it will be signed by the Bidder’s authorised signatory. In the event of any difference between figures and words, the amount indicated in words shall be taken into account. 1s Version 05.10.17 Meristry ae 1M India — 217 218 219 2.1.10 241 2.1.12 ‘The Bidder shall deposit a Bid Security’ of Rs. *** Crores (Rupees *****) in accordance with the provisions of this RFP. The Bidder has the option to provide the Bid Security either as a Demand Draft or in the form of a Bank Guarantee acceptable to the Authority, as per format at Appendix-II The Bidders shall also submit proof of online payment of Rs.**** (Rupees) towards cost of bid document. The validity period of the Bank Guarantee, shall not be less than 120 (one hundred and twenty) days from the Bid Due Date and a claim period of 120 (one hundred and twenty) days, and may be extended as may be mutually agreed between the Authority and the Bidder and upon receipt of written approval from the bank. The Bid shall be summarily rejected if it is not accompanied by the Bid Security. The Bid Security shall be refundable no later than 240 (Two hundred and forty) days from the Bid Due Date except in the case of the Selected Bidder whose Bid Security shall be retained till it has provided a Performance Security under the Agreement. The Bidder should submit a Power of Attomey as per the format at Appendix-IUl, authorising the signatory of the Bid to commit the Bidder. In case the Bidder is a Consortium, the Members thereof should furnish a Power of Attomey in favour of any Member, such Member shall thereafter be identified as the Lead Member, in the format at Appendix — IV*, In case the Bidder is a Consortium, Joint Bidding Agreement in the format at Appendix V shall be submitted by the bidder. Any condition or qualification or any other stipulation contained in the Bid shall render the Bid liable to rejection as a non-responsive Bid. . The Bid and all communications in relation to or concerning the Bidding Documents, and the Bid shall be in English language. The Bidding documents including this RFP and all attached documents, provided by the Authority are and shall remain or become the property of the Authority and are transmitted to the Bidders solely for the purpose of preparation and the submission of a Bid in accordance herewith. Bidders are to treat all information as strictly confidential and shall not use it for any purpose other than for preparation and submission of their Bid. The provisions of this Clause 2.1.12 shall also apply mutatis mutandis to

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